EX-10.4






 RIGHTS AGREEMENT




This RIGHTS AGREEMENT (the “Agreement”) dated as of June 26, 2008 is by and between
Penske Automotive Group, Inc., a Delaware corporation (“PAG”) and PTLC Holdings Co., LLC, a
Delaware limited liability company (“PTLC-LLC”), PTLC2 Holdings Co., LLC, a Delaware
limited liability company (“PTLC2-LLC”) and Penske Truck Leasing Corporation, a Delaware
corporation (“PTLC” and, together with PTLC-LLC and PTLC2-LLC, the “Penske
Parties”). Capitalized terms used but not otherwise defined herein shall have the respective
meanings set forth in the Partnership Agreement.



RECITALS




WHEREAS, PAG and the Penske Parties are partners under the Amended and Restated Agreement of
Limited Partnership of Penske Truck Leasing Co., L.P. dated July 18, 1988, as amended by a series
of amendments being Amendments Nos. 1 through 11 (the “Partnership Agreement”);



WHEREAS, the Partnership Agreement provides in Section 9.3 for various rights and obligations
regarding the transfer of limited partnership interests, including the obligation under certain
circumstances to provide the other parties to the agreement with a right of first refusal regarding
certain transfers;



NOW, THEREFORE, in consideration of the mutual promises and obligations hereinafter set forth
and in the other agreements executed between the parties on June 26, 2008, for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:



ARTICLE I RIGHTS




Section 1.1 Notice Right. The parties acknowledge that Section 9.3(a) of the
Partnership Agreement provides that PAG and the Penske Parties shall be treated as one party for
purposes of Section 9.3. PAG, on the one hand, and the Penske Parties, on the other hand, hereby
agree that in the event either of them receives any Offers or written notices under Section 9.3
that each will promptly forward a copy of the related correspondence to the other.



Section 1.2 Additional Rights. Neither PAG nor the Penske Parties shall exercise any
of their collective rights in Section 9.3 without providing the other with a reasonable period of
time under the circumstances to consider the necessary action and respond accordingly.
Specifically, (1) the Penske Parties shall not commence any Offer under Section 9.3(b) or accept an
offer from a third party to acquire such party’s Partnership Interest without first notifying PAG
of the proposed Transfer opportunity and providing PAG with a pro rata opportunity to join in such
Transfer under the terms offered, (2) PAG shall not commence any Offer under Section 9.3(b) or
accept an offer from a third party to acquire PAG’s Partnership Interest without first notifying
the Penske Parties of the proposed Transfer opportunity and providing the Penske Parties with a
right of first refusal of all or a portion of the proposed Transfer under the terms proposed, (3)
neither party shall accept or decline any Offer under Section 9.3(b) without first consulting with
the other party and assuring in any response, such other party’s response is conveyed in accordance
with their instruction on a pro rata basis, and (4) neither party shall exercise any right under
9.3(j) without first consulting with the other party and assuring in any response, such other
party’s response is conveyed in accordance with their instruction.



ARTICLE II TERMINATION




Section 2.1 Termination. This Agreement may be terminated at any time by mutual
written consent of the parties and shall terminate at such time as either PAG or the Penske Parties
(or any of them) have no further limited or general partnership ownership interest under the
Partnership Agreement.



ARTICLE III MISCELLANEOUS




Section 3.1 Amendments and Waivers. This Agreement may be amended, modified,
supplemented or waived only upon the written agreement of the parties to the Agreement at that
time.



Section 3.2 Successors and Assigns. This Agreement shall be binding upon and inure to
the benefit of and be enforceable by the parties hereto and their respective successors and the
personal representatives and assigns of the parties hereto, whether so expressed or not.



Section 3.3 Entire Agreement. This Agreement (with the documents referred to herein
or delivered pursuant hereto and together with the Agreement) embodies the entire agreement and
understanding between the parties hereto and supersedes all prior agreements and understandings
relating to the subject matter hereof.



Section 3.4 Governing Law. This Agreement shall be construed and enforced in
accordance with and governed by the laws of the State of Michigan without giving effect to the
conflicts of law principles thereof which might result in the application of the laws of any other
jurisdiction.



Section 3.5 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together shall constitute one
instrument. All signatures need not appear on any one counterpart.



Section 3.6 Severability. Any term or provision of this Agreement which is invalid or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms
and provisions of this Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction.



Section 3.7 Specific Performance. The parties hereto acknowledge that there would be
no adequate remedy at law if any party fails to perform any of its obligations hereunder, and
accordingly agree that each party, in addition to any other remedy to which it may be entitled at
law or in equity, shall be entitled to injunctive relief, including specific performance, to
enforce such obligations without the posting of any bond, and, if any action should be brought in
equity to enforce any of the provisions of this Agreement, none of the parties hereto shall raise
the defense that there is an adequate remedy at law.



Section 3.8 Further Assurances. Each party hereto shall do and perform or cause to be
done and performed all such further acts and things and shall execute and deliver all such other
agreements, certificates, instruments, and documents as any other party hereto reasonably may
request in order to carry out the intent and accomplish the purposes of this Agreement and the
consummation of the transactions contemplated hereby.



1



IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first
above written.



	 	 	 
	PTLC2 HOLDINGS CO., LLC	 	PTLC HOLDINGS CO., LLC
	By /s/ Walter P. Czarnecki

	 	By /s/ Walter P. Czarnecki
	 

	 	 
	Title: Vice President

	 	Title: Vice President
	PENSKE TRUCK LEASING CORPORATION

By /s/ Walter P. Czarnecki

	 	PENSKE AUTOMOTIVE GROUP, INC.

By /s/ Robert O’Shaughnessy
	 

	 	 
	Title: Vice President

	 	Title: Executive Vice President — Finance







2